The retinoblastoma tumor suppressor protein (pRB) is a potent inhibitor of mammalian cell growth and the functional inactivation of pRB is widely presumed to be essential for progression of the cell cycle from G1 phase. In this work, the generality of pRB-based cell cycle control in mammalian cells was addressed by conditionally expressing pRB in cytokine-dependent hematopoietic cells. We show herein that these cells are able to progress through the cell cycle in response to cytokine despite the continued presence of supraphysiological amounts of wild-type pRB or phosphorylation-resistant pRB mutants. However, their growth was strongly blocked by ectopic expression of the pRB-related pocket protein, p130. This growth inhibition required the E2F-binding pocket domain but not the cyclin-binding domain of p130. Furthermore, increased amounts of the p130-controlled E2F, termed E2F-4, potentiated the mitogenic response of the cells to cytokine and the constitutive overexpression of E2F-4 rendered the cells cytokine-independent. Our results indicate the existence of a non-pRB-based cell cycle whose operation depends primarily on the interplay between p130 and E2F-4 in certain hematopoietic cells.